Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2018 | Nov. 26, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Right On Brands, Inc. | |
Entity Central Index Key | 1,580,262 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 66,583,863 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,019 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
Current assets | ||
Cash | $ 18,540 | $ 47,506 |
Accounts receivable | 40,801 | 2,897 |
Prepaid expense - current portion | 10,902 | 16,546 |
Prepaid stock compensation - current portion | 997,997 | 1,222,973 |
Inventory | 61,437 | 14,044 |
Deposit | 2,000 | |
Total current assets | 1,129,677 | 1,305,966 |
Non-current assets | ||
Property and equipment, net pf depreciation | 10,296 | 12,237 |
Intangible assets, net of amortization | 768 | 870 |
Prepaid expense, net of current portion | 92,676 | 93,681 |
Prepaid stock compensation, net of current portion | 1,185,484 | 1,635,484 |
Total non-current assets | 1,289,224 | 1,742,272 |
Total assets | 2,418,901 | 3,048,238 |
Current liabilities | ||
Accounts payable | 53,441 | 16,711 |
Accrued interest payable | 12,420 | 4,622 |
Convertible debt, net of discount | 154,190 | 46,890 |
Derivative liability | 189,033 | |
Total current liabilities | 409,084 | 68,223 |
Total liabilities | 409,084 | 68,223 |
Stockholders' equity (deficit) | ||
Common stock; par value $.001; 100,000,000 shares authorized 64,583,869 and 63,543,869 shares issued September 30, 2018 and March 31, 2018, respectively | 64,584 | 63,544 |
Additional paid-in capital | 6,528,939 | 6,513,979 |
Common stock payable | 519,000 | 474,000 |
Accumulated deficit | (5,131,890) | (4,100,945) |
Total Right On Brands stockholders' (deficit) | 1,985,633 | 2,955,578 |
Noncontrolling interest | 24,184 | 24,437 |
Total stockholders' equity (deficit) | 2,009,817 | 2,980,015 |
Total liabilities and stockholders' equity (deficit) | 2,418,901 | 3,048,238 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock | $ 5,000 | $ 5,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Mar. 31, 2018 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 64,583,869 | 63,543,869 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Consolidated Statements Of Operations | ||||
Revenue | $ 24,810 | $ 2,203 | $ 95,610 | $ 2,706 |
Cost of goods sold | 16,532 | 649 | 63,800 | 1,892 |
Gross profit | 8,278 | 1,554 | 31,810 | 814 |
Operating expenses | ||||
Depreciation and amortization | 1,411 | 9,274 | 2,142 | 14,274 |
General and administrative | 38,204 | 51,493 | 77,868 | 98,862 |
Advertising and promotion | 6,165 | 20,867 | 25,386 | 36,385 |
Legal and professional | 18,752 | 32,006 | 26,578 | 41,008 |
Executive compensation | 22,162 | 18,000 | 46,162 | |
Consulting | 341,000 | 679,836 | ||
Inventory impairment | (12,160) | 52,729 | ||
Research and development | 15 | 337 | ||
Total operating expenses | 393,387 | 135,802 | 882,876 | 236,691 |
Other expenses | ||||
Interest expense | (27,076) | (439) | (204,833) | (1,189) |
Change in fair value of derivative | (30,378) | 24,702 | ||
Loss on extinguishment of debt | ||||
Total other expenses | (57,454) | (439) | (180,131) | (1,189) |
Net loss including noncontrolling interest | (442,563) | (134,687) | (1,031,197) | (237,066) |
Net (loss) attributable to noncontrolling interest | 253 | |||
Net loss attributable to Right On Brands, Inc. | $ (442,563) | $ (134,687) | $ (1,030,944) | $ (237,066) |
Loss per share | ||||
Basic and diluted loss per share | $ (0.01) | $ 0 | $ (0.02) | $ 0 |
Basic and diluted weighted average shares outstanding | 64,583,869 | 53,167,456 | 64,204,758 | 52,389,462 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows (used in) operating activities | ||
Net loss | $ (1,030,944) | $ (237,066) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 2,142 | 14,274 |
Amortization of prepaid stock compensation | 674,877 | |
Derivative expense | 88,590 | |
Amortization of debt discount | 107,191 | |
Change in fair value of derivative | (24,702) | |
(Increase) decrease in assets | ||
Accounts receivable | (37,904) | |
Prepaid expense | 6,649 | (13,669) |
Inventory | (47,393) | (6,835) |
Increase (decrease) in liabilities | ||
Accounts payable | 36,730 | 16,376 |
Accrued interest payable | 7,798 | 1,189 |
Accrued executive compensation | (9,869) | |
Net cash (used in) operating activities | (216,966) | (235,600) |
Cash flows (used in) investing activities | ||
Purchase intangible assets | (101,470) | |
Deposits | 2,000 | |
Purchase fixed assets | (23,525) | |
Net cash (used in) investing activities | 2,000 | (124,995) |
Cash flows provided by financing activities | ||
Proceeds from convertible debt | 125,000 | |
Proceeds from issuances of common stock | 61,000 | 245,000 |
Net cash provided by financing activities | 186,000 | 245,000 |
Increase (decrease) in cash | (28,966) | (115,595) |
Cash-beginning of period | 47,506 | 130,787 |
Cash-end of period | 18,540 | 15,192 |
Supplemental cash flow information | ||
Cash paid for Interest | ||
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Accounts payable assigned to former officers and directors | ||
Convertible debt converted into common stock | $ 121,191 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | The interim unaudited condensed financial statements as of September 30, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended March 31, 2018 filed with the SEC on form 10-K on August 13, 2018. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of six months or less to be cash equivalents. Property and Equipment Property and equipment are stated at cost. Depreciation is provided by the straight-line method over the useful lives of the related assets, from five to seven years. The cost of building the Company’s website has been capitalized and amortized over a period of six years. Expenditures for minor enhancements and maintenance are expensed as incurred. Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). As of September 30, 2018 and June 30, 2018, inventory consisted of finished goods inventory of $61,437. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company is subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. The Company accounts for income tax under the provisions of FASB ASC Topic 740, “Income Taxes”, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. Fair Value of Financial Instruments The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2018 and March 31, 2018 the fair value of cash and accounts payable, approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 2. GOING CONCERN | The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2018, the Company had an accumulated deficit of approximately $5,131,890, had net losses of approximately $1,030,944 for the six months ended September 30, 2018, with net cash used in operating activities of $216,966, with little revenue earned since inception and a lack of operational history. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to generate greater revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. The Company has completed an acquisition in hopes to increase revenue and profitability. Management intends to raise additional funds by way of additional public and/or private offerings of its stock. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 3. PROPERTY AND EQUIPMENT | As of September 30, 2018 As of March 31, 2018 Website development $ 88,965 $ 88,965 Automobile 13,596 13,596 Studio and office equipment 26,966 26,966 Tenant improvements 11,135 11,135 140,662 140,662 Less: accumulated depreciation (130,366 ) (128,425 ) Ending Balance $ 10,296 $ 12,237 Depreciation expense for the six months ended September 30, 2018 and 2017 was $1,360 and $5,000, respectively. The Company also has capitalized intangible assets consisting trademarks valued at a cost of $1,024 as of September 30, 2018 and March 31, 2018. Accumulated amortization as of September 30, 2018 and March 31, 2018 was $256 and $154, respectively. |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 6 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 4. NONCONTROLLING INTEREST | Investments in partnerships, joint ventures and less-than-majority-owned subsidiaries in which we have significant influence are accounted for under the equity method. As of June 30, 2018, the Company’s consolidated financial statements includes a venture for the development of a commercial bottled water operation near Browning, Montana. The new venture will be operated through Spring Hill Water Company, LLC, a Nevada limited liability company (“Spring Hill”). Spring Hill is 49% owned by our newly-formed subsidiary corporation, Humble Water Company, and 51% owned by Doore, LLC. Doore, LLC, which will serve as the Manager of Spring Hill, has contributed the land and water source to be used in the new operation through a Land & Water Lease Agreement under which Spring Hill will have the use of 2 acres of land and no less than 5 acre-feet of water for an initial term of 25 years and at a lease rate of $1 per year. Through Humble Water Company, our initial capital contribution to Spring Hill will be approximately $100,000 to be used in commencing operations. In addition, we have committed to provide additional capital to be used for a bottling facility and equipment, in an amount up to $530,000, within the next 3 years. Should we fail to provide this additional capital within the next 3 years, our ownership percentage in Spring Hill will be reduced from 49% to 20%. Although we hold a minority ownership percentage in Spring Hill, we will have voting control over the company with 75% of the voting membership units. Further, 100% of the losses, expenditures, and deductions from Spring Hill will be allocated to our subsidiary, Humble Water Company. The activity of Spring Hill is accounted for under the voting interest method and we consolidate 100% of the business activity and record 25% of noncontrolling interest on the balance sheet and 100% of the net losses based on the terms of the agreement. As of September 30, 2018, we recorded noncontrolling interest of $24,184. As of September 30, 2018, our total investment into Spring Hill to date was $101,470. During the six months ended September 30, 2018, there have been no significant operations or expenditures in the joint venture except for the amortization of the rent on the prepaid lease. As of June 19, 2018, the Company formed a majority owned subsidiary, Endo & Centre, LLC and holds a 51% ownership. Centre Manufacturing, an entity owned and controlled by the current Chief Executive Officer, owns the remaining 49%. Profits and losses for the company will be shared on a 50/50 basis. Endo & Centre will be jointly managed by our Chairman, Daniel Crawford, and our President and CEO, Ashok Patel, who is also the head of Centre Manufacturing. As of September 30, 2018, our total investment into Endo & Centre to date was $-0-. During the six months ended September 30, 2018, there have been no significant operations or expenditures in the joint venture. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 6 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 5. CONVERTIBLE DEBT | During September 2016, the Company agreed to allow four unrelated noteholders holding a total of $129,549 in debt to convert into 5,000,000 shares of common stock which is a conversion rate of approximately $0.03 per share. There is no maturity date and no interest rate. The debt was acquired from John and Vicki Yawn, former officers and former majority shareholders of the Company. During October 2016, the Company extinguished $129,549 of debt in exchange for 5,000,000 shares of newly issued common stock. A total of 4,200,000 shares were issued to three of the four noteholders. As of December 31, 2016, the remaining balance of 800,000 shares of common stock, which is due to one noteholder, is recorded in common stock payable at the fair value of the common stock of $464,000. The Company recorded a loss on extinguishment of debt of $2,770,451. As of September 30, 2018, none of the shares have not been issued and included in the balance of common stock payable. The Company acquired convertible debt from the acquisition of Humbly Hemp as described above. On April 11, 2016, the Company issued a convertible promissory note with an entity for $10,000. The unsecured note bears interest at 8% per annum and is due on February 7, 2017. This note is convertible at $0.01 per share and can be converted on or before the maturity date. The Company and lender mutually agreed to extend the maturity date of the note to December 31, 2018. During the year ended March 31, 2018, the principal amount of $8,000 was converted into 800,000 shares of common stock. The principal balance was $2,000 as of September 30, 2018. On July 7, 2016, the Company issued a convertible promissory note with an entity for $25,000. The unsecured note bears interest at 6% per annum and is due on January 7, 2017. This note is convertible at $0.10 per share and can be converted on or before the maturity date. The Company and lender mutually agreed to extend the maturity date of the note to December 31, 2018. On November 21, 2017, the Company issued a convertible promissory note with an entity for $20,000. The unsecured note bears interest at 6% per annum and is due on May 21, 2018. This note is convertible at $0.20 per share and can be converted on or before the maturity date. The Company and lender mutually agreed to extend the maturity date of the note to December 31, 2018. On April 26, 2018, the Company executed a convertible promissory note for $125,000 with a lender that is a shareholder of the Company. The note bears interest at 12% per annum with default interest at 24% per annum and is due in 6 months. The note is convertible at a discount of 50% of the market price based on the average of the two lowest daily trading prices over the last 20 day trading period. During the six months ended September 30, 2018 interest expense was $204,833, which included derivative expense of $88,735 and amortization of debt discount of $107,191. As of September 30, 2018, the balance of accrued interest was $12,420. During the six months ended September 30, 2017 interest expense was $1,189. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 6. EARNINGS PER SHARE | FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations. Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As the Company incurred a loss for all periods presented, any convertible instruments would be anti-dilutive and were therefore excluded from earnings per share calculations. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 7. STOCKHOLDERS' EQUITY | Series A Preferred Stock During October 2016, the Company designated Series A Preferred Stock. The Series A Preferred Stock is convertible to common stock at a rate of five shares for every share held and votes together with our common stock at a rate of sixteen votes for every share held. Our new Series A Preferred Stock ranks equally, on an as-converted basis, to our common stock with respect to rights upon winding up, dissolution, or liquidation. Our Series A Preferred Stock does not have any special dividend rights. Common Stock During the six months ended September 30, 2018, the Company issued a total of 1,040,000 shares of common stock to two investors for cash of $60,000. The Company also issued 40,000 warrants exercisable at $0.75 and 40,000 warrants exercisable at $1.25 for two years. As of September 30, 2018, the Company had an obligation to issue three investors a total of 1,950,000 shares, which resulted in $519,000 recorded as common stock payable. |
RELATED PARTY
RELATED PARTY | 6 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 8. RELATED PARTY | During the six months ended September 30, 2018, the Company purchased inventory totaling $76,946 totaling $76,946.from an entity owned and controlled by the current Chief Executive Officer of the Company As of September 30, 2018, the amount owed to this entity was $18,531 and is recorded in accounts payable. During the six months ended September 30, 2018, the Company had executive compensation totaling $18,000 to the former Chief Executive Officer and the current Chairman of the Board. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 9. SUBSEQUENT EVENTS | The Company reviewed material events subsequent to September 30, 2018. None were noted apart from the following: - The Company sold 666,666 shares of restricted common stock to a third party for cash of $20,000. - The Company issued 2,000,000 shares to a third party, of which 1,000,000 shares had previously been recorded as Stock Payable and 1,000,000 shares were issued as a negotiated adjustment to the purchase price since the Company was delinquent in its financials statement filings. - On November 1, 2018, the Company issued a convertible note in the amount of $165,000 in exchange for cash proceeds of $150,000, with an original issuance discount of $15,000. The note bears interest at 12% per annum, is due 9 months from the date of issuance, and converts into common stock at the rate of 65% of the average two lowest trading prices over the 20 day period prior to conversion. - On November 6, 2018 a majority of Company’s shareholders voted to amend the Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2018 | |
Summary Of Significant Accounting Policies | |
Cash and Cash Equivalents | The Company considers all highly liquid debt instruments purchased with an original maturity of six months or less to be cash equivalents. |
Property and Equipment | Property and equipment are stated at cost. Depreciation is provided by the straight-line method over the useful lives of the related assets, from five to seven years. The cost of building the Company’s website has been capitalized and amortized over a period of six years. Expenditures for minor enhancements and maintenance are expensed as incurred. |
Inventory | Inventories are stated at the lower of cost (average cost) or market (net realizable value). As of September 30, 2018 and June 30, 2018, inventory consisted of finished goods inventory of $61,437. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | The Company is subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. The Company accounts for income tax under the provisions of FASB ASC Topic 740, “Income Taxes”, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. |
Fair Value of Financial Instruments | The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2018 and March 31, 2018 the fair value of cash and accounts payable, approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Property And Equipment | |
Property And Equipment | As of September 30, 2018 As of March 31, 2018 Website development $ 88,965 $ 88,965 Automobile 13,596 13,596 Studio and office equipment 26,966 26,966 Tenant improvements 11,135 11,135 140,662 140,662 Less: accumulated depreciation (130,366 ) (128,425 ) Ending Balance $ 10,296 $ 12,237 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 |
Business Activity And Summary Of Significant Accounting Policies Details Narrative Abstract | ||
Finished goods inventory | $ 61,437 | $ 61,437 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Going Concern Details Narrative | |||||
Accumulated deficit | $ (5,131,890) | $ (5,131,890) | $ (4,100,945) | ||
Net loss | $ (442,563) | $ (134,687) | (1,030,944) | $ (237,066) | |
Net cash used in operating activities | $ (216,966) | $ (235,600) |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
Property and equipment, gross | $ 140,662 | $ 140,662 |
Less: accumulated depreciation and amortization | (130,366) | (128,425) |
Ending balance | 10,296 | 12,237 |
Website development [Member] | ||
Property and equipment, gross | 88,965 | 88,965 |
Automobile [Member] | ||
Property and equipment, gross | 13,596 | 13,596 |
Studio and office equipment [Member] | ||
Property and equipment, gross | 26,966 | 26,966 |
Tenant Improvements [Member] | ||
Property and equipment, gross | $ 11,135 | $ 11,135 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Depreciation expense | $ 1,360 | $ 5,000 | |
Trademarks [Member] | |||
Amount of intangible assets capitalized | 1,024 | $ 1,024 | |
Accumulated amortization | $ 256 | $ 154 |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jun. 19, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | |
Investments | $ 101,470 | ||
Noncontrolling interest | 24,184 | $ 24,437 | |
Bottling Facility And Equipment [Member] | |||
Commitment to additional capital | $ 530,000 | ||
Commitment to additional capital term | 3 years | ||
Failure commitment to additional capital contribution | <font style="font: 10pt Times New Roman, Times, Serif">Fail to provide this additional capital within the next 3 years, our ownership percentage in Spring Hill will be reduced from 49% to 20%.</font></p>" id="sjs-C8"><p style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Fail to provide this additional capital within the next 3 years, our ownership percentage in Spring Hill will be reduced from 49% to 20%.</font></p> | ||
Endo LLC [Member] | |||
Ownership percentage | 51.00% | ||
Profits and losses shared description | <font style="font: 10pt Times New Roman, Times, Serif">50/50 basis</font></p>" id="sjs-B11"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">50/50 basis</font></p> | ||
Endo & Centre [Member] | |||
Investments | $ 0 | ||
Spring Hill Water Company [Member] | |||
Voting membership units, percentage | 75.00% | ||
Lease agreement description | Spring Hill will have the use of 2 acres of land and no less than 5 acre-feet of water for an initial term of 25 years and at a lease rate of $1 per year | ||
Capital contribution | $ 100,000 | ||
Lease term | 25 years | ||
Lease rate per year | $ 1 | ||
Losses, expenditures, and deductions Percentage | 100.00% | ||
Terms of the agreement description | <font style="font: 10pt Times New Roman, Times, Serif">The activity of Spring Hill is accounted for under the voting interest method and we consolidate 100% of the business activity and record 25% of noncontrolling interest on the balance sheet and 100% of the net losses based on the terms of the agreement.</font></p>" id="sjs-C21"><p style="margin: 0pt; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The activity of Spring Hill is accounted for under the voting interest method and we consolidate 100% of the business activity and record 25% of noncontrolling interest on the balance sheet and 100% of the net losses based on the terms of the agreement.</font></p> | ||
Humble Water Company [Member] | |||
Ownership percentage | 49.00% | ||
Doore, LLC [Member] | |||
Ownership percentage | 51.00% |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2016 | Oct. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Common stock, shares issued | 64,583,869 | 64,583,869 | 63,543,869 | |||||
Loss on extinguishment of debt | ||||||||
Interest expenses | 27,076 | $ 439 | 204,833 | $ 1,189 | ||||
Accrued interest payable | 12,420 | 12,420 | $ 4,622 | |||||
Convertible note principal amount | 2,000 | |||||||
Derivative expense included in interest expense | 88,735 | |||||||
Amortization of debt discount included in interest expense | 107,191 | |||||||
Noteholders One [Member] | ||||||||
Common stock payable, fair value | $ 464,000 | |||||||
Common stock payable | 800,000 | |||||||
Noteholders Three [Member] | ||||||||
Common stock, shares issued | 4,200,000 | |||||||
Loss on extinguishment of debt | $ 2,770,451 | |||||||
Convertible Debt [Member] | ||||||||
Loan due from officers | $ 129,549 | |||||||
Common stock, shares issued | 5,000,000 | |||||||
Extinguishment of debt | $ 129,549 | |||||||
Debt conversion price | $ 0.03 | |||||||
Common stock shares issued upon conversion of debt | 5,000,000 | |||||||
April 26, 2018 [Member] | ||||||||
Convertible note payable | $ 125,000 | $ 125,000 | ||||||
Interest rate | 12.00% | 12.00% | ||||||
Default interest rate | 24.00% | 24.00% | ||||||
Convertible conversion description | <font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a discount of 50% of the market price based on the average of the two lowest daily trading prices over the last 20 day trading period.</font></p>" id="sjs-G26"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The note is convertible at a discount of 50% of the market price based on the average of the two lowest daily trading prices over the last 20 day trading period.</font></p> | |||||||
November 21, 2017 [Member] | ||||||||
Convertible note payable | $ 20,000 | $ 20,000 | ||||||
Interest rate | 6.00% | 6.00% | ||||||
Debt conversion price | $ 0.20 | $ 0.20 | ||||||
Maturity date | May 21, 2018 | |||||||
Extended maturity date | Dec. 31, 2018 | |||||||
July 7, 2016 [Member] | ||||||||
Convertible note payable | $ 25,000 | $ 25,000 | ||||||
Interest rate | 6.00% | 6.00% | ||||||
Debt conversion price | $ 0.10 | $ 0.10 | ||||||
Maturity date | Jan. 7, 2017 | |||||||
Extended maturity date | Dec. 31, 2018 | |||||||
April 11, 2016 [Member] | ||||||||
Convertible note payable | $ 10,000 | $ 10,000 | ||||||
Interest rate | 8.00% | 8.00% | ||||||
Debt conversion price | $ 0.01 | $ 0.01 | ||||||
Common stock shares issued upon conversion of debt | 800,000 | |||||||
Maturity date | Feb. 7, 2017 | |||||||
Extended maturity date | Dec. 31, 2018 | |||||||
Convertible note principal amount | $ 8,000 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2018 | Mar. 31, 2018 | |
Common stock payable | $ 519,000 | $ 474,000 |
Common stock, shares issued | 64,583,869 | 63,543,869 |
Two Investor [Member] | ||
Issuance of common stock for cash, Shares | 1,040,000 | |
Issuance of common stock for cash, Amount | $ 60,000 | |
Three Investor [Member] | ||
Common stock payable | $ 519,000 | |
Common stock, shares issued | 1,950,000 | |
One Year [Member] | ||
Warrants exercise price per share | $ 0.75 | |
Issuance of warrant | 40,000 | |
Two Year [Member] | ||
Warrants exercise price per share | $ 1.25 | |
Issuance of warrant | 40,000 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Accounts payable | $ 53,441 | $ 53,441 | $ 16,711 | ||
Executive compensation | $ 22,162 | 18,000 | $ 46,162 | ||
Chief Executive Officer [Member] | |||||
Purchased of inventory | 76,946 | 76,946 | |||
Accounts payable | $ 18,531 | 18,531 | |||
Executive compensation | $ 18,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 6 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Nov. 06, 2018 | Mar. 31, 2018 | |
Stock payable | $ 519,000 | $ 474,000 | ||
Proceeds from issuance of convertible debt | $ 125,000 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Subsequent Event [Member] | Convertible note [Member] | On November 1, 2018 [Member] | ||||
Convertible debt | $ 165,000 | |||
Proceeds from issuance of convertible debt | 150,000 | |||
Original issue discount | $ 15,000 | |||
Interest rate | 12.00% | |||
Convertible debt, maturity period | 9 months | |||
Terms of conversion feature | Converts into common stock at the rate of 65% of the average two lowest trading prices over the 20 day period prior to conversion | |||
Subsequent Event [Member] | Third party [Member] | ||||
Common stock shares sold/issued | 2,000,000 | |||
Stock payable | $ 1,000,000 | |||
Shares issued as a negotiated adjustment to the purchase price | 1,000,000 | |||
Subsequent Event [Member] | Restricted Common Stock [Member] | ||||
Common stock shares sold/issued | 666,666 | |||
Common stock for cash | $ 20,000 | |||
Subsequent Event [Member] | Minimum [Member] | ||||
Common stock, shares authorized | 100,000,000 | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Common stock, shares authorized | 500,000,000 |